FRISCHS RESTAURANTS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-08-24: Form 8-K; Period of report 2015-08-24; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.01.
- 2015-08-14: Form 8-K; Period of report 2015-08-14; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2015-08-14: Form 8-K; Period of report 2015-08-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2015-08-10: Form 8-K; Period of report 2015-08-10; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-08-24 | 8-K | 2015-08-24 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 On April 3, 2015, the Company entered into an Agreement for Real Estate Purchase and Sale Contract and the Unitary Master Lease Agreement (collectively, the “Sale Leaseback Agreement”) among the Company, Strategic Financial Intermediation LLC (“Seller”), with the Parent as guarantor, and a certain independent third-party institutional investor (“Purchaser”). 2.01 The information set forth under the heading “Introductory Note” and Item 1.01 hereof are incorporated herein by reference. 3.01 On August 24, 2015, the Company notified the New York Stock Exchange (“NYSE”) that the Merger was consummated. 3.03 On August 24, 2015, as a result of the Merger, each share of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time (other than those shares held by shareholders, if any, who properly exercise their appraisal rights under Ohio law) was cancelled and automatically converted into the right to receive Merger Consideration of $34.00 in cash without interest. 5.01 As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent. 5.02 At the Effective Time, all members of the board of directors of the Company voluntarily resigned. 5.03 In connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, the Company’s Articles of Incorporation and its Code of Regulations were amended, effective August 24, 2015. 5.07 On August 24, 2015, the Company convened the Special Meeting with respect to the matters set forth below. | v418968_8k.htm |
| 2015-08-14 | 8-K | 2015-08-14 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On August 14, 2015, the Company delivered a written notice to the New York Stock Exchange (NYSE) that, upon the successful closing of a planned merger transaction with an affiliate of NRD Partners I, L.P., the Company will no longer qualify for listing under the NYSE rules, as the Company will only have one shareholder following the closing of the transaction. | v418307_8k.htm |
| 2015-08-14 | 8-K | 2015-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2015, the Company issued a press release announcing its financial results for the fourth quarter and fiscal year 2015, which ended June 2, 2015. | v418146_8k.htm |
| 2015-08-10 | 8-K | 2015-08-10 | 8.01 Other Events | 8.01 On August 10, 2015, the Company issued a news release to announce that it had distributed to its shareholders a Definitive Proxy Statement and notice of Special Shareholders’ Meeting seeking shareholder approval of a proposed merger with an affiliate of NRD Partners I, L.P. The Company also announced that it has engaged representatives of MacKenzie Partners, Inc. in New York, New York to assist the Company in its proxy solicitation process. | v417752_8k.htm |
| 2015-05-22 | 8-K | 2015-05-21 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 On May 21, 2015, Frisch’s Restaurants, Inc., an Ohio corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FRI Holding Company, LLC, a Delaware limited liability company (“Parent”) and FRI Merger Sub, LLC, an Ohio limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”). 5.02 The Board has authorized the following compensation payments prior to the Closing: (i) performance awards to officers and employees that relate to the 2015 fiscal year end, (ii) prorated performance awards to officers and employees that relate to the 2016 fiscal year, (iii) a one-time, special cash award to Mark Lanning, the Company’s Chief Financial Officer, and (iv) a one-time award of Company-owned art, appraised at $4,200, to Craig F. Maier, the Company’s President and Chief Executive Officer. 8.01 On May 22, 2015, the Company issued a news release to announce the Merger, as well as a memorandum to Company employees, a letter to Company suppliers and a letter to Company franchisees to announce the Merger. | v411452_8k.htm |
| 2015-04-08 | 8-K | 2015-04-08 | 2.02 Results of Operations and Financial Condition | 2.02 On April 8, 2015, the Company issued a press release announcing its financial results for the third quarter of fiscal year 2015, which ended March 10, 2015. | v406769_8k.htm |
| 2015-03-20 | 8-K | 2015-03-19 | 8.01 Other Events | 8.01 The Company received a letter on March 19, 2015 from the New York Stock Exchange (the “Exchange”) stating that the Company is once again in full compliance with the continued listing standards of the Exchange. | v405122_8k.htm |
| 2015-03-13 | 8-K | 2015-03-13 | 2.02 Results of Operations and Financial Condition | 2.02 On March 13, 2015, the Company issued a press release announcing its financial results for the second quarter of fiscal year 2015, which ended December 16, 2014. | v404386_8k.htm |
| 2015-02-06 | 8-K | 2015-02-03 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 The Company received a notification letter on February 3, 2015 from the New York Stock Exchange (the “Exchange”) stating that the Company is not in compliance with NYSE MKT LLC continued listing standards. | v400696_8k.htm |
| 2015-01-20 | 8-K | 2015-01-20 | 8.01 Other Events | 8.01 On January 20, 2015, the Company issued a news release announcing the commencement of litigation relating to a defalcation by a former employee of the Company and the ongoing investigation of such defalcation. | v398963_8k.htm |